1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) April 2, 1998 OMEGA HEALTHCARE INVESTORS, INC. -------------------------------- (Exact name of registrant as specified in its charter) MARYLAND 1-11316 NO. 38-3041398 ------------------------------------------------------------ (State or other (Commission (IRS Employer jurisdiction of File No.) Identification No.) incorporation) 905 WEST EISENHOWER CIRCLE, SUITE 110, ANN ARBOR, MI 48103 -------------------------------------------------------------------- (Address of principal executive officers) (Zip Code) Registrant's telephone number, including area code (313) 747-9790 NOT APPLICABLE -------------- (Former name or former address, if changed since last report.) 2 REVISED Item 5. Other Events. *See press release dated April 2, 1998 attached as Appendix A and summary financial information related to the Company's 1998 first quarter acquisitions attached as Appendix B. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized. OMEGA HEALTHCARE INVESTORS, INC. April 15, 1998 By /s/ David A. Stover ----------------------------- David A. Stover, Chief Financial Officer 3 APPENDIX A [OMEGA LETTERHEAD] PRESS RELEASE -- FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION CONTACT: Essel W. Bailey, Jr., Chairman and CEO, or F. Scott Kellman, Executive Vice President and COO (734) 747-9790 OMEGA ANNOUNCES PURCHASE FROM INTEGRATED HEALTH SERVICES SUBSIDIARIES FOR $50,500,000 ANN ARBOR, MICHIGAN -- APRIL 2, 1998 -- Omega Healthcare Investors, Inc. (NYSE OHI) announced today the purchase of five nursing homes containing 734 nursing beds in Florida, Pennsylvania and Ohio from subsidiaries of Integrated Health Services, Inc. (NYSE IHS). Simultaneously, Omega entered into lease agreements with Lyric Health Care Holdings II, Inc., a wholly owned subsidiary of Lyric Health Care LLC. The initial term of the lease is thirteen years at initial rents of $4,949,000 annually. IHS will manage the facilities under a long term management agreement. F. Scott Kellman, Chief Operating Officer, commented on the transaction: "We are pleased to expand our relationship with IHS and Lyric. This relationship helped Omega drive healthcare investments to more than $100 million during the first quarter of 1998." Omega is a Real Estate Investment Trust investing in and providing financing to the long-term care industry. Following this transaction, its portfolio includes 273 healthcare facilities with more than 26,000 licensed beds, located in 27 states, operated by 29 independent healthcare operating companies. Omega is also an owner of Principal Healthcare Finance Limited, a company which owns and leases 158 nursing home facilities located in the United Kingdom. ---MORE--- EXHIBIT A 4 ANALYSTS' SUPPLEMENTAL INFORMATION Operator: Lyric Health Care Holdings II, Inc. Facilities: # of beds # of facilities --------- --------------- Florida 420 3 Pennsylvania 213 1 Ohio 101 1 --- - Total 734 5 Investment: $50,500,000 Initial annual rent: $4,949,000 Term of the lease: 13 years expiring April 2011, with two options to extend for 13 additional years each Security Deposit: Three months initial rent Guarantor: Lyric Health Care LLC 5 APPENDIX B The following table sets forth certain unaudited summary financial information for the Company on a pro forma basis. The pro forma information for the year ended December 31, 1997 gives effect to the Company's acquisitions of facilities subject to long-term triple-net leases and placements of mortagages for the year ended December 31, 1997 and for the period of three months ended March 31, 1998 as if they had been completed on January 1, 1997. It also gives effect to the issuance of Series A Cumulative Preferred Stock issued in April, 1997, 6.95% Notes issued in July, 1997 and additional borrowings on the Company's line of credit as if each had been completed on January 1, 1997. The pro forma financial information is not necessarily indicative of what the Company's results of operations would have been assuming the above events actually occurred as of the dates indicated, nor do they purport to project the Company's results of operations for any future date or for any future period. OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS YEAR ENDED DECEMBER 31, 1997 (IN THOUSANDS, EXCEPT PER SHARE DATA) Pro Forma Historical Adjustment Pro Forma ---------- ---------- --------- (Unaudited) REVENUE: Rental income $54,073 $17,351 $ 71,424 Mortgage interest income 28,727 1,704 30,431 Other investment income 6,888 1,813 8,701 Miscellaneous 1,132 1,132 ------- ------- -------- 90,820 20,868 111,688 EXPENSES: Depreciation and amortization 16,910 5,259 22,169 Interest 24,423 12,820 37,243 General and administrative 4,636 4,636 ------- ------- -------- 45,969 18,079 64,048 ------- ------- -------- Net earnings 44,851 2,789 47,640 Preferred stock dividends 3,546 1,773 5,319 ------- ------- -------- Net earnings available to Common $41,305 $1,016 $ 42,321 ======= ====== ======== PER SHARE: Net earnings available to Common, Basic $2.16 $2.22 Net earnings available to Common, Diluted $2.16 $2.21 Weighted average number of shares outstanding, basic 19,085 19,085 Weighted average number of shares outstanding, diluted 19,137 19,137